EXHIBIT 4.13


SHARE SALE AGREEMENT 


INTERNATIONAL RESOURCE
MANAGEMENT CORPORATION LIMITED 


	
 


	 





BLADE ENERGY PTY LIMITED 

IDFK INTERNATIONAL MANAGEMENT INC 

MELIOR PTY LIMITED 

SADAT NADERI 

TERRI BIRGITTA ZADKO 


AUSTRAL PACIFIC ENERGY (NZ) LIMITED 


	
 


	



	
Barristers & Solicitors 

Auckland & Wellington, New Zealand 

www.simpsongrierson.com 










TABLE OF CONTENTS


	
 

	
 

	
 


	
1.

	
DEFINITIONS AND INTERPRETATION

	
1


	
2.

	
AGREEMENT TO SELL AND PURCHASE

	
5


	
3.

	
PURCHASE PRICE AND PAYMENT

	
5


	
4.

	
OBLIGATIONS ON OR BEFORE CLOSING

	
7


	
5.

	
CLOSING

	
9


	
6.

	
CONDITIONS

	
11


	
7.

	
WARRANTIES

	
12


	
8.

	
CONFIDENTIALITY AND ANNOUNCEMENTS

	
14


	
9.

	
MISCELLANEOUS

	
14


	
 

	
 

	
 


	
SCHEDULE 1 - WARRANTIES

	
 













	
 

	
 


	
AGREEMENT DATED

	
2007








	
 

	
 


	
PARTIES 


	
 

	
 


	
1.

	
BLADE ENERGY PTY LIMITED a duly incorporated
 company having its registered office at 12 Cessna Drive, Jandakot, Perth
 6164, Australia on behalf of the Christina Trust 


	
 

	
 


	
 

	
IDFK INTERNATIONAL MANAGEMENT INC a duly
 incorporated company having its registered office at Level 20, Menara
 Standard Chartered, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on
 behalf of the Gryphon Trust 


	
 

	
 


	
 

	
MELIOR PTY LIMITED a duly incorporated
 company having its registered office at 10 Glen Iris Drive, Jandakot, Perth
 6164, Australia on behalf of W F and H Shire Family Trust 


	
 

	
 


	
 

	
SADAT NADERI of London, England 


	
 

	
 


	
 

	
TERRI BIRGITTA ZADKO of Perth, Australia on
 behalf of the Nighthawk Trust 


	
 

	
 


	
 

	
(together Vendors and each a Vendor) 


	
 

	
 


	
2.

	
AUSTRAL PACIFIC ENERGY (NZ) LIMITED a duly
 incorporated company having its registered office at Level 3, 40 Johnson
 Street, Wellington or nominee (Purchaser)
 


	
 

	
 


	
BACKGROUND 


	
 

	
 


	
A.

	
International
 Resource Management Corporation Limited (Company)
 is a company incorporated under the Companies Act 1993 with 150,100 fully
 paid ordinary shares each ranking equally in all respects. 


	
 

	
 


	
B.

	
The Vendors
 are the owners of all shares in the Company, with each Vendor having the
 shareholding set out below: 








	
 

	
 


	
Blade Energy
 Pty Limited

	
30,020
 ordinary shares


	
IDFK
 International Management Inc

	
30,020
 ordinary shares


	
Melior Pty
 Limited

	
30,020
 ordinary shares


	
Sadat Naderi

	
30,020
 ordinary shares


	
Terri
 Birgitta Zadko

	
30,020
 ordinary shares








	
 

	
 


	
C.

	
The Vendors
 wish to sell and the Purchaser wishes to purchase all of the shares in the
 Company, in accordance with the terms and conditions in this agreement. 


	
 

	
 


	
THE PARTIES AGREE THAT: 


	
 

	
 


	
1.

	
DEFINITIONS AND INTERPRETATION 


	 


	
 

	
 


	
1.1

	
Definitions: In this agreement, unless the
 context indicates otherwise: 


	
 

	
 


	
 

	
Accounts Date means 31 July 2007; 













	
 

	
 


	
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Act means the Companies Act 1993;


	
 

	
 

	
 


	
 

	
APX Shares means the shares in Austral
 Pacific Energy Ltd which are to be issued to the Vendors under clause 3.2(a)
 in partial settlement of the Purchase Price; 


	
 

	
 

	
 


	
 

	
Business means the business of the Company
 from time to time; 


	
 

	
 

	
 


	
 

	
Business Day means a day on which registered
 banks are open for ordinary over-the-counter business in Wellington, New
 Zealand, excluding Saturdays, Sundays and statutory public holidays in
 Wellington; 


	
 

	
 

	
 


	
 

	
Cardiff JVOA means the Deep Joint Venture
 Operating Agreement in respect of Petroleum Exploration Permit (PEP) 38738-02
 (and now also Petroleum Mining Permit (PMP) 38156), dated 2 July 2004; 


	
 

	
 

	
 


	
 

	
Closing means the closing of the sale and
 purchase of shares contemplated by this agreement which will take place on
 the Closing Date; 


	
 

	
 

	
 


	
 

	
Closing Date means the later of: 


	
 

	
 

	
 


	
 

	
(a)

	
21 September
 2007; or 


	
 

	
 

	
 


	
 

	
(b)

	
such later
 date as the APX Shares are issued to the Vendors under clause 3.2(a) or a
 cash payment is made in lieu of the issue of the APX Shares in accordance
 with clause 3.2(a) 


	
 

	
 

	
 


	
 

	
(c)

	
such other
 date as may be agreed between the Vendors and the Purchaser; 


	
 

	
 

	
 


	
 

	
Company means International Resource
 Management Corporation Limited; 


	
 

	
 

	
 


	
 

	
Condition Date means 24 August 2007 or such
 earlier date as all of the conditions set out in clause 6.1 are satisfied or
 waived and the Purchaser has so notified the Vendor under clause 6.2; 


	
 

	
 

	
 


	
 

	
Default Interest Rate means 10% per annum; 


	
 

	
 

	
 


	
 

	
Disclosure Letter means the letter
 disclosing certain facts and circumstances in relation to the Warranties
 delivered by the Vendors to the Purchaser prior to the Condition Date as
 contemplated by clause 7.4; 


	
 

	
 

	
 


	
 

	
Environmental Permits means any and all
 permits, consents, licences, approvals, registrations, certificates and
 authorisations required under any and all Environmental Requirements; 


	
 

	
 

	
 


	
 

	
Environmental Requirements means any law
 (including the common law), statute, regulation, notice, consent, agreement,
 plan, bond or other requirement having legal effect, relating to the
 following: 


	
 

	
 

	
 


	
 

	
(a)

	
environmental
 protection; 


	
 

	
 

	
 


	
 

	
(b)

	
health
 and/or safety of people; 


	
 

	
 

	
 


	
 

	
(c)

	
the use of
 land; 













	
 

	
 


	
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(d)

	
the
 discharge or release into the environment of contaminants, hazardous
 substances or any other chemicals or toxic substances; and 


	
 

	
 

	
 


	
 

	
(e)

	
the use,
 manufacture, processing, refining or storage of contaminants, hazardous
 substances or other chemicals or toxic substances; 


	
 

	
 

	
 


	
 

	
GAAP means generally accepted accounting
 practice in New Zealand, as defined in section 3 of the Financial Reporting
 Act 1993; 


	
 

	
 

	
 


	
 

	
GST means goods and services tax payable
 under the Goods and Services Tax Act 1985; 


	
 

	
 

	
 


	
 

	
Permits means the Company’s interests in: 


	
 

	
 

	
 


	
 

	
(a)

	
Petroleum
 Exploration Permit (PEP) 38738-02; 


	
 

	
 

	
 


	
 

	
(b)

	
Petroleum
 Mining Permit (PMP) 38156; and 


	
 

	
 

	
 


	
 

	
(c)

	
the Joint
 Venture Operating Agreements for the permits referred to in paragraphs (a) to
 (b) above. 


	
 

	
 

	
 


	
 

	
Perpetual Provisions means section 8 and 9; 


	
 

	
 

	
 


	
 

	
Properties means the properties or premises
 owned, leased, licensed or otherwise occupied by the Vendors in connection
 with the Business or by the Company (but excluding any property used in
 connection with the Permits and which are under the control of the operator
 under the relevant Joint Venture Operating Agreement); 


	
 

	
 

	
 


	
 

	
Purchase Price means NZ$7,000,000.00 plus
 GST (if any); 


	
 

	
 

	
 


	
 

	
Shares means the shares in the capital of
 the Company referred to in paragraph C of the background and all rights attaching
 to them; 


	
 

	
 

	
 


	
 

	
Taxation includes any and all forms of tax
 (both domestic and foreign imposed by any level of government or any public
 body) and in particular (but without limitation): 


	
 

	
 

	
 


	
 

	
(a)

	
income tax,
 goods and services tax, fringe benefit tax, stamp duty, land tax, gift duty,
 dividend withholding payments and excess retention tax; 


	
 

	
 

	
 


	
 

	
(b)

	
all other
 statutory or governmental impositions, dues, duties, levies, tariffs,
 charges, rates or local taxes; 


	
 

	
 

	
 


	
 

	
(c)

	
all charges,
 interest, penalties, fines, additional tax, costs and expenses incidental and
 relating to or arising in connection with the re-assessment of any tax or to
 the negotiation of any closing of any dispute as to the liability of any
 person for any tax, or any actual or threatened taxation claim or proceeding
 taken in connection with any tax; and 


	
 

	
 

	
 


	
 

	
(d)

	
the loss or
 reduction of any form of relief, exemption, concession, deferral, saving or
 sparing, including without limitation rebates, credits, deductions,
 allowances, net losses, loss carry forward or loss offset and in the case of
 deductions, allowances, net losses, loss carry forward or loss offset
 multiplied by the appropriate rate of taxation where applicable; 













	
 

	
 


	
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Tax and Taxes
 will be construed accordingly;


	
 

	
 

	
 


	
 

	
Warranties means the warranties,
 representations and undertakings given or made by the Vendors in Schedule 1
 and Warranty will be construed
 accordingly; and 


	
 

	
 

	
 


	
 

	
Warranty Claim means a valid and permitted
 claim by the Purchaser against the Vendors under clause 7.3. 


	
 

	
 

	
 


	
1.2

	
Interpretation: In this agreement, unless
 the context indicates otherwise: 


	
 

	
 

	
 


	
 

	
(a)

	
Defined Expressions: expressions defined in
 the main body of this agreement have the defined meaning throughout this agreement,
 including the background; 


	
 

	
 

	
 


	
 

	
(b)

	
Headings: section, clause and other headings
 are for ease of reference only and do not affect this agreement’s
 interpretation; 


	
 

	
 

	
 


	
 

	
(c)

	
Parties: references to any party include that party’s executors,
 administrators, successors and permitted assigns; 


	
 

	
 

	
 


	
 

	
(d)

	
Persons: references to a person include an individual, company,
 corporation, partnership, firm, joint venture, association, trust,
 unincorporated body of persons, governmental or other regulatory body,
 authority or entity, in each case whether or not having a separate legal
 identity; 


	
 

	
 

	
 


	
 

	
(e)

	
Plural and Singular: references to the
 singular include the plural and vice versa; 


	
 

	
 

	
 


	
 

	
(f)

	
Clauses/Schedules/Attachments: references to
 clauses, schedules and attachments are to clauses in, and the schedules and
 attachments to, this agreement. Each such schedule and attachment forms part
 of this agreement; 


	
 

	
 

	
 


	
 

	
(g)

	
Statutory Provisions: references to any
 statutory provision are to statutory provisions in force in New Zealand and
 include any statutory provision which amends or replaces it, and any by-law,
 regulation, order, statutory instrument, determination or subordinate
 legislation made under it; 


	
 

	
 

	
 


	
 

	
(h)

	
Negative Obligations: any obligation not to
 do anything includes an obligation not to suffer, permit or cause that thing
 to be done; 


	
 

	
 

	
 


	
 

	
(i)

	
Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be
 followed by the words without limitation;
 


	
 

	
 

	
 


	
 

	
(j)

	
Documents: references to any document
 (however described) are references to that document as modified, novated,
 supplemented, varied or replaced from time to time and in any form, whether
 on paper or in an electronic form; 


	
 

	
 

	
 


	
 

	
(k)

	
Joint and Several Obligations: undertakings,
 warranties, representations, covenants, agreements and other obligations of
 the Vendors will bind and be deemed to have been given or assumed by each of
 them severally; 













	
 

	
 


	
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(l)

	
Payment: references to, or obligations in
 this agreement which require, payment of money will be references to, or
 deemed to be an obligation requiring, payment of money in immediately
 available cleared funds or in any other form that the Vendors and Purchaser
 agree in writing; 


	
 

	
 

	
 

	
 


	
 

	
(m)

	
$ and Dollars: $ and Dollars
 refers to New Zealand dollars; 


	
 

	
 

	
 

	
 


	
 

	
(n)

	
Monetary Amounts: all monetary amounts are
 stated exclusive of GST and in New Zealand currency, and all amounts payable
 by a party under this agreement are to be paid in that currency. GST is
 payable at the same time and in the same manner as is any other amount
 payable under this agreement, where that amount is subject to GST under the
 Goods and Services Tax Act 1985. 


	
 

	
 

	
 

	
 


	
2.

	
AGREEMENT TO SELL AND PURCHASE 


	 


	
 

	
 

	
 

	
 


	
2.1

	
Sale and Purchase: The Vendors agree to sell
 and transfer to the Purchaser, and the Purchaser agrees to purchase and take
 a transfer of, the Shares on the terms and conditions in this agreement. 


	
 

	
 

	
 

	
 


	
2.2

	
No Encumbrances: The Shares will be bought
 and sold free and clear of any encumbrances. 


	
 

	
 

	
 

	
 


	
2.3

	
Rights and Privileges: The Shares will be
 bought and sold with all benefits, rights, privileges and entitlements which
 accrue or attach to them as at the date of this agreement including the right
 to all bonuses, dividends and other distributions made or paid in respect of
 the Shares on or after 31 July 2007. 


	
 

	
 

	
 

	
 


	
2.4

	
Title, Property and Risk: The title to,
 property in and risk of the Shares: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Vendors: until Closing, remains solely with
 the Vendors; and


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Purchaser: passes to the Purchaser on and
 from Closing.


	
 

	
 

	
 

	
 


	
3.

	
PURCHASE PRICE AND PAYMENT 


	 


	
 

	
 

	
 

	
 


	
3.1

	
Purchase Price: The price payable by the
 Purchaser to the Vendors for the Shares will be the Purchase Price. 


	
 

	
 

	
 

	
 


	
3.2

	
Payment: The Purchase Price will be paid by
 the Purchaser as follows: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Share Issue: The payment of NZ$3,000,000
 will be satisfied by the issue to the Vendors of ordinary shares in Austral
 Pacific Energy Ltd. to the value of NZ$3,000,000 (APX Shares). The number of APX Shares to be issued will be
 calculated as follows: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
The USD sale
 price for ordinary shares in Austral Pacific Energy Ltd. at close of trade on
 the AMEX on each of the five trading days prior to the Condition Date will be
 added together and then divided by 5 to determine the average USD sale price
 for the five trading days prior to the Condition Date. 













	
 

	
 


	
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(ii)

	
The average
 USD sale price calculated under (i) above will then be converted to a NZD
 sale price using the average buy and sell exchange rate quoted by ASB at
 midday in New Zealand on the Condition Date.


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
Subject to
 (iv) below, the total number of APX Shares to be issued will be NZ$3,000,000
 divided by the NZD sale price calculated under (ii) above (rounded up to the
 nearest whole number). 


	
 

	
 

	
 

	
 


	
 

	
(iv)

	
On the date
 prior to the date on which the APX Shares are to be issued (“Pricing Date”),
 the USD sale price calculated under (i) above will be will be converted to a
 CND sale price using the average buy and sell cash rate quoted by RBC Royal
 Bank at midday in Vancouver on that day, and compared with the CND sale price
 for ordinary shares in Austral Pacific Energy Ltd. as at the close of trade
 on the Pricing Date on the TSX-V (Market
 Price). If the CND sale price as converted is less than the
 “Discounted Market Price” (as determined under (v) below) then the total
 number of APX Shares to be issued will be determined on the basis of the
 “Discounted Market Price” as follows: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
The
 “Discounted Market Price” will be converted to a NZD sale price using the
 average buy and sell exchange rate quoted by ASB at midday in New Zealand on
 the Pricing Date. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
The total
 number of APX Shares to be issued will be NZ$3,000,000 divided by the NZD
 sale price calculated under (A) above (rounded up to the nearest whole
 number). 


	
 

	
 

	
 

	
 


	
 

	
(v)

	
For the
 purposes of this clause the “Discounted Market Price” means the Market Price
 less a discount calculated on the basis of the following table, subject to a
 minimum price of CND0.05: 








	
 

	
 


	
Market Price (CND)

	
Discount


	 

	 


	
0 – 0.50

	
25%


	
0.51 – 2.00

	
20%


	
2.01+

	
15%








	
 

	
 


	
 

	
As soon as
 practicable after the total number of APX Shares has been determined, the
 Purchaser will advise the Vendors, and the Vendors will advise the number of
 those shares to be issued to each Vendor and the register (Canadian or New
 Zealand) applicable for each Vendor. The Purchaser will use its reasonable
 endeavours to procure the issue of the APX Shares in time for settlement on
 21 September 2007 but the Vendors acknowledge that this may not be possible
 taking into account the regulatory and other processes required for such
 issue. In the event that, for any reason, any of the APX Shares has not been
 duly issued by the date that is 120 days after the Condition Date, then
 (unless agreed otherwise) the issue of such shares shall be cancelled and
 instead the Purchaser shall satisfy the relevant portion of the Purchase
 Price by a payment in cash. The amount of the cash payment will be the value
 of the relevant shares (as calculated by multiplying the number of the













	
 

	
 


	
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relevant
 shares by the NZD sale price calculated under paragraph (ii) above) plus
 interest at the Default Interest Rate on such amount from 21 September 2007
 through to the date of payment in full. 


	
 

	
 

	
 


	
 

	
(b)

	
Cash Payment: The remaining NZ$4,000,000
 will be paid on the date that is 120 days after the Condition Date by bank
 transfer of cleared funds to such bank account as is advised in writing by
 the Vendors at Closing. The payment shall be apportioned amongst the Vendors
 in accordance with their agreed percentage entitlements but payment of the
 amount to such bank account shall be a good discharge to the Purchaser. If
 the Purchaser obtains funding for the transaction contemplated by this
 Agreement sooner than the payment date required by this clause, the Purchaser
 shall use reasonable endeavours to pay the cash balance before the payment
 date so required.


	
 

	
 

	
 


	
3.3

	
Lowest Price: The parties agree that: 


	
 

	
 

	
 


	
 

	
(a)

	
Capitalised Interest: the Purchase Price
 does not include any capitalised interest; 


	
 

	
 

	
 


	
 

	
(b)

	
Lowest Price: the “lowest price” for the
 purpose of section EW32 of the Income Tax Act 2004 is equal to the Purchase
 Price; and 


	
 

	
 

	
 


	
 

	
(c)

	
Tax Returns: they will compute their taxable
 income for the relevant period on the basis that the Purchase Price includes
 no capitalised interest and that they will file their tax returns
 accordingly. 


	
 

	
 

	
 


	
4.

	
OBLIGATIONS ON OR BEFORE CLOSING 


	 


	
 

	
 

	
 


	
4.1

	
Vendors’ Obligations: The Vendors will: 


	
 

	
 

	
 


	
 

	
(a)

	
Repayment Obligations: on or before Closing,
 ensure the repayment of all money (if any) owing to the Company by the
 Vendors; 


	
 

	
 

	
 


	
 

	
(b)

	
Access: ensure that the Purchaser or its
 representatives have full access to the premises, books of account,
 computerised records, financial records, and other documents and records of
 the Company from the date of this agreement until Closing and that they will
 be given promptly all information they may reasonably require concerning the
 Business or affairs of the Company; 


	
 

	
 

	
 


	
 

	
(c)

	
Terminate Employment: immediately before
 Closing, lawfully terminate the employment of all staff employed by the
 Company and meet all legal obligations to the staff whose employment has been
 terminated, including paying all wages and salary, holiday pay, redundancy
 pay and other compensation; and 


	
 

	
 

	
 


	
 

	
(d)

	
Bank Accounts: not less than two Business
 Days before the Closing Date, deliver to the Purchaser a statement disclosing
 details of all accounts or deposits of the Company with banks or other
 financial institutions and the signatories to those accounts. 


	
 

	
 

	
 


	
4.2

	
Pre-Closing Undertakings: In the period from
 31 July 2007 until Closing, the Vendors undertake that: 













	
 

	
 


	
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(a)

	
Business Pending Settlement: the Business
 will be operated in the normal and ordinary course and, except as specified
 in clause 4.3, no unusual payments shall be made, no unusual or onerous
 commitments will be entered into and the assets of the Business will be
 properly maintained and preserved other than as specifically disclosed to the
 Purchase prior to the date of this agreement; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Obligations: the Company will continue to
 meet all of its outstanding obligations, including in relation to the
 CardiffJVOA; 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Shares: the Vendors will not deal with the
 Shares and will ensure that all shareholder advances and other third party
 indebtedness are repaid at the date of Closing; and 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Permits: without limiting clause 4.2(a), the
 Company will not transfer or otherwise deal with its interest in the Permits
 without the prior written approval of the Purchaser. 


	
 

	
 

	
 

	
 


	
4.3

	
Apportionment of Revenue and Expenses: It is
 the intention of the parties that: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Subject to
 clause 4.3(b) all revenue and expenses relating to the period prior to
 Closing will be the responsibility of the Vendors and all revenue and
 expenses relating to the period from Closing will be the responsibility of
 the Purchaser; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
The Vendor
 will: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
be
 responsible for any cash calls made in respect of the Cardiff JVOA which are
 due for payment prior to 1 January 2007; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
have the
 benefit of the Company’s share of any revenue from the Cardiff JVOA prior to
 1 January 2007, 


	
 

	
 

	
 

	
 


	
 

	
 

	
and the
 Purchaser will: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
be
 responsible for any cash calls made in respect of the Cardiff JVOA which are
 due for payment on or after 1 January 2007; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
have the
 benefit of the Company’s share of any revenue from the Cardiff JVOA on and
 from 1 January 2007. 


	
 

	
 

	
 

	
 


	
 

	
In this
 regard the Vendors and the Purchaser will work together to produce a set of
 final accounts for the Company as at Closing, and will make any payment to
 each other as may be required to give effect to the intention expressed
 above. 


	
 

	
 

	
 

	
 


	
4.4

	
Purchaser’s Obligations: Not less than two
 Business Days before the Closing Date, the Purchaser will provide the Vendor
 with: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Officers: the full names and residential
 addresses of the Company’s new directors nominated by the Purchaser to take
 office with effect from Closing; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Bank Authorisations: subject to the Vendors’
 compliance with clause 4.1(d), a list of those authorities to operate bank
 accounts which













	
 

	
 


	
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the
 Purchaser requires to be revoked and the names of any new signatories to
 those accounts; and


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Transfer: share transfer forms duly executed
 by the Purchaser. 


	
 

	
 

	
 

	
 


	
5.

	
CLOSING 


	 


	
 

	
 

	
 

	
 


	
5.1

	
Time and Place: Closing will take place at 2.15
 pm or at such other time as the Vendors and the Purchaser agree on the
 Closing Date at the offices of the Purchaser’s solicitors or at such other
 place as the Vendors and the Purchaser agree. 


	
 

	
 

	
 

	
 


	
5.2

	
Documents for Delivery by the Vendors at Closing:
 At Closing the Vendors will deliver to the Purchaser: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Share Transfers: transfers of the Shares to
 the Purchaser executed by the respective holders of the Shares and in
 registrable form; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Share Certificates: the share certificates
 (if any) for the Shares or, if none, a statutory declaration by a Company
 officer stating that no share certificate has been issued for any of the
 Shares; 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Waivers: any waivers of pre-emptive rights
 required under the Company’s constitution required to enable the Purchaser to
 be registered as holder of the Shares; 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Directors’ Resolution: a resolution of the
 Company’s directors approving the transfers of the Shares and directing that,
 on presentation of the executed transfer, the Purchaser be entered in the
 Company’s register of shareholders as the holder of the Shares and the
 existing share certificates (if any) for the Shares be cancelled; 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Statutory Records:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
 certificate of incorporation and constitution of the Company (or copies
 certified by the Vendors’ solicitor as true and correct copies of the
 Company’s certificate of incorporation and constitution); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
any
 certificate of incorporation on change of name of the Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the directors’
 and shareholders’ minute book and other records of meetings or resolutions of
 directors and members; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the share
 register; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
the
 interests register; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
the register
 of directors and secretary; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
the register
 of charges; and 















	
 

	
 


	
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(viii)

	
all other
  registers and statutory records required by the Act and all other books,
  records and documents relating to the Company’s affairs; 


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Written Agreements: copies of all written
  material agreements to which the Company is a party; 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
Intellectual Property Rights: certificates
  of registration and renewals of those trade marks of which the Company is
  registered as the proprietor and copies of all licences and registered user
  agreements which have been executed by the Company and pursuant to which the
  Company is the registered user of any trade mark; 


	
 

	
 

	
 

	
 


	
 

	
(h)

	
Books of Record and Account: all books of
  record and account (including without limitation, all tax returns, statement
  of taxation, account and correspondence with the Inland Revenue Department)
  of the Company and all computerised records of the Company; 


	
 

	
 

	
 

	
 


	
 

	
(i)

	
Resignations: resignations in writing as
  directors of the Company, which resignations will include an acknowledgment
  in a form acceptable to the Purchaser that no money is owing to them whether
  as fees, salary, reimbursement for expenditure, compensation or otherwise and
  that they have no claims of any kind against the Company; 


	
 

	
 

	
 

	
 


	
 

	
(j)

	
Appointments: evidence of the passing of an
  effective resolution by the Company appointing such persons as the Purchaser
  may nominate as directors; and 


	
 

	
 

	
 

	
 


	
 

	
(k)

	
Banking: evidence of the passing by the
  Company’s board of directors of effective resolutions revoking all existing
  authorities to bankers concerning the operation of the Company’s bank
  accounts required by the Purchaser to be revoked under clause 4.1(d) and
  giving authority to such persons as the Purchaser may have nominated under
  clause 4.1 (d) to operate these accounts. 


	
 

	
 

	
 

	
 


	
5.3

	
Closing Payment: On compliance with the
  provisions of clause 5.2, the Purchaser will issue the APX Shares (or make a
  cash payment in lieu of the issue of the APX Shares) in the manner specified
  in clause 3.2(a). 


	
 

	
 

	
 

	
 


	
5.4

	
Default by Vendors: If the Vendors default
  in the performance of any of their obligations under this agreement prior to
  or on the Closing Date, the Purchaser may (in addition to and without
  prejudice to any other rights or remedies available to it): 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Limited Closing: effect Closing so far as
  practicable having regard the defaults which have occurred (in which case the
  Vendors will be liable to comply as soon as possible with their obligations
  under this section); 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Specific Performance: sue the Vendors for specific
  performance; and 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Cancel Agreement: give the Vendors notice in
  writing of the default and if such default is not remedied to the
  satisfaction of the Purchaser within 10 Business Days of any notice under
  this clause 5.4(c), cancel this agreement. 















	
 

	
 


	
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5.5

	
Default by Purchaser: If due to the
  Purchaser’s default any portion of the Purchase Price is not paid on the due
  date the Purchaser will without prejudice to any of the Vendor’s rights or
  remedies under this Agreement pay to the Vendor interest at the Default
  Interest Rate on the unpaid portion of the Purchase Price from the due date
  until payment in full. 


	
 

	
 


	
5.6

	
Post Closing Name Change: As soon as is
  practicable following Closing the Purchaser will cause the Company to change
  its name and will not object to the use of such name by the Vendors for any
  other company owned by the Vendors. 


	
 

	
 

	
 


	
6.

	
CONDITIONS 


	
 


	 

	 

	 


	
 

	
 


	
6.1

	
Conditions: Closing is conditional upon: 


	
 

	
 

	
 


	
 

	
(a)

	
Due Diligence: the completion by the
  Purchaser of due diligence on the Shares and the Company, satisfactory to the
  Purchaser in all respects; 


	
 

	
 

	
 


	
 

	
(b)

	
Third Party Regulatory Consents: any third
  party regulatory consents or approvals and any other consents or approvals
  requested for the purchase of the Shares including the consent of the
  Minister of Energy pursuant to section 41 of the Crown Minerals Act 1991
  being received on terms satisfactory to the Purchaser; 


	
 

	
 

	
 


	
 

	
(c)

	
Board Approval: Purchaser board approval of
  the purchase of the Shares; 


	
 

	
 

	
 


	
 

	
(d)

	
Financial Obligations: evidence satisfactory
  to the Purchaser that the Company has met all of its financial obligations,
  including under Cardiff JVOA and it has no third party indebtedness; 


	
 

	
 

	
 


	
 

	
(e)

	
Royalty Arrangements: evidence satisfactory
  to the Purchaser that the Company has not entered into (and is not otherwise
  subject to) any royalty arrangements. 


	
 

	
 

	
 


	
6.2

	
Fulfilment of Conditions: The parties will
  use their best endeavours to procure the fulfilment of the conditions in
  clause 6.1. The Purchaser agrees to notify the Vendors promptly upon
  fulfilment or waiver of each condition in clause 6.1. 


	
 

	
 

	
 


	
6.3

	
Benefit of Conditions: The conditions in
  clause 6.1 have been inserted solely for the benefit of the Purchaser which
  may waive them at the Purchaser’s sole discretion. 


	
 

	
 

	
 


	
6.4

	
Non-Fulfilment of Consent Condition: 


	
 

	
 

	
 


	
 

	
(a)

	
If the
  Purchaser has not obtained the consent of the Minister of Energy to the
  transfer of the Shares, pursuant to section 41 of the Crown Minerals Act
  1991, by the Condition Date and the Purchaser elects to waive condition in
  clause 6.1(b), the parties will continue to use best endeavours to obtain
  such consent. Notwithstanding the preceding sentence, if the Purchaser
  subsequently determines (acting reasonably) that is not possible to obtain
  the consent of the Minister of Energy (on terms satisfactory to the
  Purchaser) then the parties will take such steps as are necessary or
  desirable (including the re-transfer of the shares and the repayment of the
  purchase price) to unwind the transaction contemplated by this agreement and
  to return each of them to the 












	
 

	
 


	
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  Agreement

	
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position
  they would have been in if this agreement had not been entered into.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
The
  Purchaser acknowledges that: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
it is not
  aware of any reason why Ministerial Consent would not be given to the
  transaction; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
it is not
  aware of any existing or threatened claim by any party that would prevent the
  Purchaser’s acquisition of the shares in the Company (or cause Ministerial
  Consent to be withheld; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
in the event
  that the Minister indicates an intent to delay or withhold Ministerial
  Consent, the Purchaser will use all reasonable endeavours to resolve the
  underlying issue so as to allow Ministerial Consent to be given; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
prior to any
  unwinding of the transaction, the Purchaser will discuss the issue with the
  Vendors in good faith in an attempt to find an alternative solution which has
  the same overall effect for all parties as if the transaction had proceeded. 


	
 

	
 

	
 

	
 


	
6.5

	
Non-Fulfilment of Other Conditions: If all
  the Conditions have not been fulfilled or waived in accordance with this
  agreement by the Condition Date or such later date as may be agreed in
  writing by the parties, then either the Vendors or the Purchaser may
  terminate this agreement by notice in writing to the other of them, in which
  case this agreement will end (with the exception of the Perpetual Provisions
  and rights that accrue before this agreement is terminated) and no party will
  have any claim against any other party arising under or in connections with
  this agreement. 


	
 

	
 

	
 

	
 


	
7.

	
WARRANTIES 


	
 


	 

	 

	 

	 


	
 

	
 

	
 

	
 


	
7.1

	
Warranties: In consideration of the
  Purchaser entering into this agreement the Vendors give and make the
  Warranties, with the intent that the Purchaser does, in entering into this
  agreement, rely on the truth of the statements in the Warranties. Each of the
  Warranties is given as a separate Warranty and will not limit, nor be limited
  by, any other Warranty. 


	
 

	
 

	
 

	
 


	
7.2

	
Warranties Repeated: The Warranties given
  and made under clause 7.1 will also be deemed to be given and made by the
  Vendors at all times up to and on Closing. 


	
 

	
 

	
 

	
 


	
7.3

	
Warranty Claims: All Warranty Claims made by
  the Purchaser must be in writing and delivered to the Vendors’ solicitors and
  all claims so made will be deemed to have been made against the Vendors. 


	
 

	
 

	
 

	
 


	
7.4

	
Exclusions from Warranty Claims: No fact or
  circumstance will give rise to a Warranty Claim to the extent that fact or
  circumstance is specifically disclosed in the Disclosure Letter delivered by
  the Vendors to the Purchaser prior to the Condition Date. 


	
 

	
 

	
 

	
 


	
7.5

	
Non-Taxation Warranty Claim Limitations: The
  Purchaser will not be entitled to make any claim whatsoever against the
  Vendors in respect of any Warranty, other than a Warranty in relation to Tax,
  being unfulfilled or materially untrue, misleading or incorrect nor any other
  claim under or in respect of this agreement: 












	
 

	
 


	
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(a)

	
Threshold: unless the aggregate amount of
  all individual claims comprising the first claim made in any one year from
  the date of this agreement exceeds $50,000 but once any claim or claims have
  reached that aggregate amount no further minimum thresholds will apply to any
  subsequent claims made in that year;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Maximum Liability: to the extent that the
  aggregate amount payable by the Vendors for all such claims would exceed a
  sum equal to the Purchase Price; and


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Time: unless the claim is made prior to the
  expiry of 24 months from Closing, provided that this clause will not apply to
  claims in respect of Taxation.


	
 

	
 

	
 

	
 


	
7.6

	
Taxation Warranty Claim Limitations: The
  Purchaser will not be entitled to make any claim whatsoever against the
  Vendors in respect of any Warranty in relation to Tax being unfulfilled or
  materially untrue, misleading or incorrect nor any other claim under or in
  respect of this agreement unless the claim is made prior to the expiry of
  four years from the date of filing of the income tax return for the year
  ending 31 July 2007. 


	
 

	
 

	
 

	
 


	
7.7

	
Notification: If, before Closing, the
  Vendors become aware of any Warranty being unfulfilled or materially untrue,
  misleading or inaccurate or of any circumstance which will or would
  reasonably be likely to result in any of the Warranties being unfulfilled or
  materially untrue, misleading or inaccurate at Closing, or any event will
  occur which may entitle the Purchaser to exercise its rights of cancellation
  under clause 7.11, the Vendors must immediately notify the Purchaser in
  writing of all relevant information, circumstances or events. 


	
 

	
 

	
 

	
 


	
7.8

	
Indemnification of Purchaser: The Vendors
  will indemnify the Purchaser and keep the Purchaser fully and effectively
  indemnified against, and will hold the Purchaser harmless from, any loss,
  liability, damage, cost, expense or Taxation which results or arises from, or
  is attributable or relates to, any of the Warranties given by the Vendors
  being unfulfilled or materially untrue, misleading or inaccurate. 


	
 

	
 

	
 

	
 


	
7.9

	
Gross Up: If: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Deduction: the Vendors are required by law
  to make any deduction or withholding from any sum payable under the indemnity
  given in this section 7 or under or in respect of any Warranty; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Payment: the Purchaser is required by law to
  make any payment or suffers any Taxation on or in relation to any amount
  received or receivable by the Purchaser under this agreement;


	
 

	
 

	
 

	
 


	
 

	
then the sum
  payable by the Vendors will be increased to the extent necessary to ensure
  that after making the deduction, withholding or payment, or suffering the
  Taxation, the Purchaser receives and retains (free of any liability in
  respect of any such deduction, withholding or payment, or Taxation) a net sum
  equal to the sum that the Purchaser would have received and retained had no
  such deduction, withholding or payment been made, and no such Taxation been
  suffered.


	
 

	
 

	
 

	
 


	
7.10

	
Other Rights: The Purchaser’s rights to
  demand payment under this section 7 are additional to and separate from any
  rights conferred on it by law as a result of 













	
 

	
 


	
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  Agreement

	
Page 14


	
 


	 

	 








	
 

	
 

	
 

	
 


	
 

	
any of the
  Warranties being incorrect or materially untrue, misleading or inaccurate, and
  no such rights will detract from the provisions of this section 7.


	
 

	
 

	
 

	
 


	
7.11

	
Cancellation for Breach of Warranty: If on
  or before Closing the Vendors notify the Purchaser or the Purchaser otherwise
  reasonably forms the view that any of the Warranties are or will be
  unfulfilled or materially untrue, misleading or inaccurate and has first
  advised the Vendors of its view and the reasons for this view the Purchaser
  will be entitled by notice in writing to the Vendors (detailing the basis on
  which the Purchaser believes any of the Warranties are or will be unfulfilled
  or materially untrue, misleading or inaccurate) to cancel this agreement but
  failure to exercise this right will not constitute a waiver of any other
  rights of the Purchaser arising out of such Warranties being unfulfilled or
  materially untrue, misleading or inaccurate. 


	
 

	
 

	
 

	
 


	
8.

	
CONFIDENTIALITY AND ANNOUNCEMENTS 


	
 


	 

	 

	 

	 


	
 

	
 

	
 

	
 


	
8.1

	
Disclosure by Parties: Subject to clauses
  8.2 and 8.3, the parties will not disclose the provisions of this agreement
  or any matters relating to this agreement to any person. 


	
 

	
 

	
 

	
 


	
8.2

	
Advisers or Required by Law: A party may
  make disclosures of provisions of this agreement or matters relating to this
  agreement: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
To Employees, etc: to those of its employees,
  officers, professional or financial advisers and bankers as the party
  reasonably thinks necessary but only on a strictly confidential basis; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Required by Law: to the extent required by
  law or by stock exchange listing requirements.


	
 

	
 

	
 

	
 


	
8.3

	
Consent: Any public announcement of the
  transactions contemplated by this agreement (except those required by law or
  by stock exchange listing requirements) must only be made with the prior
  written consent of the Vendors and the Purchaser. 


	
 

	
 

	
 

	
 


	
9.

	
MISCELLANEOUS 


	
 


	 

	 

	 

	 


	
 

	
 


	
9.1

	
Non-Merger: The warranties, undertakings,
  obligations and indemnities given under this agreement will not merge or be
  treated as discharged on Closing or on the execution or delivery of any
  document pursuant to this agreement, but will remain enforceable to the
  fullest extent, despite any rule of law to the contrary. 


	
 

	
 

	
 

	
 


	
9.2

	
Entire Agreement: This agreement (together
  with the documents referred to in this agreement) records the entire
  understanding and agreement of the parties relating to the matters dealt with
  in this agreement. This agreement supersedes all previous understandings or
  agreements (whether written, oral or both) between the parties relating to
  these matters. 


	
 

	
 

	
 

	
 


	
9.3

	
Further Assurances: Each party will do all things
  and execute all documents reasonably required to give effect to the
  provisions and intent of this agreement. 


	
 

	
 

	
 

	
 


	
9.4

	
Invalidity: If any provision of this
  agreement is or becomes invalid or unenforceable, that provision will be
  deemed deleted from this agreement. The invalidity or unenforceability of
  that provision will not affect the other provisions of this agreement, all of
  which will remain in full force and effect to the extent 












	
 

	
 


	
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permitted by
  law, subject to any modifications made necessary by the deleting of the
  invalid or unenforceable provision.


	
 

	
 


	
9.5

	
Notices: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
Form of Notice: All notices or other
  communications required or permitted under this agreement must be in writing,
  signed by an authorised person on behalf of the relevant party, addressed to
  the recipient at the postal address, e-mail address or facsimile number in
  this clause (as applicable) or to such other postal address, e-mail address
  or facsimile number as a party may notify to the other parties by like
  notice. Notices or other communications must be sent to the recipient by
  hand, prepaid fast post (airmail if outside New Zealand), e-mail or facsimile
  and signed by a person duly authorised by the sender:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
The Vendors: if to the Vendors, to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
James Robert
  Zadko

  4 Adina Road,

  City Beach,

  Perth, Wa,

  Australia


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
e-mail:               zadko157@bigpond.net.au


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
with a copy
  to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Derek
  Michael Willshee

  12 Cessna Drive,

  Jandakot,

  Perth 6164, Wa,

  Australia


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
e-mail:
                 dmwillshee@bigpond.com


	
 

	
 

	
 


	
 

	
(ii)

	
The Purchaser: if to the Purchaser, to: 


	
 

	
 

	
 


	
 

	
 

	
Austral
  Pacific Energy (NZ) Limited

  Level 3

  40 Johnston Street

  Wellington

  New Zealand 


	
 

	
 

	
 


	
 

	
 

	
For:
                    Thompson
  Jewell


	
 

	
 

	
Facsimile:
          +64 4 495 0889


	
 

	
 

	
e-mail:
               thomj@austral-pacific.com


	
 

	
 

	
 


	
 

	
 

	
with a copy
  to: 


	
 

	
 

	
 


	
 

	
 

	
Simpson
  Grierson

  Solicitors

  Level 24

  195 Lambton Quay

  P O Box 2402

  Wellington 













	
 

	
 


	
Share Sale
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Page 16


	
 


	 

	 








	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
For:
                   Stephen
  Ward


	
 

	
 

	
 

	
Facsimile:        +64
  4 924 3418


	
 

	
 

	
 

	
e-mail:             stephen.ward@simpsongrierson.com


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Time of Receipt: Without limiting any other
  means by which a party may be able to prove that a notice or other
  communication has been received by another party, a notice or other
  communication will be deemed to have been duly received: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Personal Delivery: if sent by hand, when
  left with an apparently responsible person at the recipient’s address; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Pre-Paid Post: if sent by pre-paid fast
  post, two Business Days (if posted within New Zealand to an address in New
  Zealand) or seven Business Days (if posted by airmail from one country to
  another) after the date of posting; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Facsimile: if sent by facsimile, on receipt
  by the sender of an acknowledgment or transmission report generated by the
  facsimile machine from which the notice or other communication was sent in
  its entirety to the recipient’s facsimile number. The sender will retain in
  safe custody the original of the notice or other communication sent by
  facsimile together with the acknowledgment of transmission report generated
  by the facsimile machine from which the notice or other communication was sent.
  The recipient will be authorised to act on any notice or other communication
  sent by facsimile without requiring receipt of the original notice or other
  communication; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
E-mail: if sent by e-mail, on receipt by the sender of an
  e-mail message showing that the e-mail has been opened at the recipient’s
  terminal. The sender will keep in safe custody a printed copy of the notice or other communication sent by
  e-mail together with a printed copy of
  the e-mail message showing that the e-mail notice was opened at the
  recipient’s terminal. The recipient will be authorised to act on any notice
  or other communication sent by e-mail without needing receipt of any printed copy of the notice or other
  communication. The recipient will be authorised to act on any notice or other
  communication sent by e-mail without needing receipt of any printed copy of the notice or other
  communication; 


	
 


	
 

	
except that
  if a notice or other communication is served by hand, or is received by
  facsimile on a day which is not a Business Day, or after 5.00 pm local time
  on any Business Day, that notice or other communication will be deemed to
  have been duly received by the recipient at 9.00 am local time on the first
  Business Day after that day. 


	
 

	
 


	
9.6

	
Governing Law and Jurisdiction 


	
 

	
 


	
 

	
This
  agreement is governed by the laws of New Zealand and the parties submit to
  the non-exclusive jurisdiction of the New Zealand courts in respect of all
  matters relating to this agreement.














	
 

	
 


	
Share Sale Agreement

	
Page 17 


	 








	
 

	
 

	
 


	
9.7

	
Counterpart and Facsimile/e-mail Execution 


	
 

	
 


	
 

	
This
 agreement may be signed:


	
 

	
 


	
 

	
(a)

	
In Counterpart: in any number of counterpart
 copies which, read together, will constitute one and the same document, and any
 party may enter into this agreement by signing any such counterpart; and 


	
 

	
 

	
 


	
 

	
(b)

	
By Facsimile/e-mail: by any party signing a
 copy of this agreement or any counterpart and sending by facsimile or e-mail
 to any other party a copy of the agreement so signed by it, and all parties
 agree to be bound by their signatures appearing on facsimile and e-mail
 copies. 


	
 

	
 

	
 


	
 

	
This
 agreement will become binding on all the parties when each party has
 completed delivery of the executed counterpart to all other parties and it
 will be dated accordingly. 


	
 

	
 


	
9.8

	
Amendments 


	
 

	
 


	
 

	
No amendment
 to this agreement will be effective unless it is in writing and signed by a
 duly authorised senior representative of each party. 


	
 

	
 


	
9.9

	
Waiver 


	
 

	
 


	
 

	
Any waiver
 by a party of any of its rights or remedies under this agreement will be
 effective only if it is recorded in writing and signed by a duly authorised
 senior representative of that party. If the waiver relates to a breach of any
 provision of this agreement, this will not (unless stated otherwise) operate
 as a waiver of any other breach of that provision. No waiver of any breach,
 or failure to enforce any provision, of this agreement at any time by either
 party will in any way affect limit or waive that party’s right to subsequently
 require strict compliance with this agreement. 


	
 

	
 


	
9.10

	
Costs 


	
 

	
 


	
 

	
Each party
 will bear its own costs and expenses incurred in connection with the
 negotiation, preparation and interpretation of this agreement. 


	
 

	
 


	
9.11

	
Remedies Cumulative 


	
 

	
 


	
 

	
The rights,
 powers and remedies provided in this agreement are cumulative and not
 exclusive of any rights, powers or remedies provided by law. 


	
 

	
 


	
9.12

	
Assignment 


	
 

	
 


	
 

	
(a)

	
By Purchaser: The Purchaser may assign or
 otherwise transfer all or part of the Purchaser’s rights or obligations under
 this agreement without the consent of the other parties provided that the
 Purchaser will remain responsible for satisfying the Purchaser’s obligations
 under this agreement. Each assignee or transferee of the Purchaser will have
 the same rights against the other parties under this agreement as if named in
 the agreement as Purchaser. 


	
 

	
 

	
 


	
 

	
(b)

	
By Vendors: The Vendors may not assign or
 otherwise transfer all or part of their rights or obligations under this
 agreement to any other person without the Purchaser’s prior written consent. 










	
 

	
 


	
Share Sale Agreement

	
Page 18 


	 








	
 

	
 

	
 

	
 


	
SIGNATURES

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
SIGNED by AUSTRAL PACIFIC ENERGY 

	
 

	
 

	
 


	
(NZ) LIMITED as Purchaser by:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	 

	
 


	
Full name of
 director/authorised signatory

	
 

	
Signature of
 director/authorised signatory

	
 


	
 

	
 

	
 

	
 


	 

	
 

	 

	
 


	
Full name of
 director/authorised signatory

	
 

	
Signature of
 director/authorised signatory

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
(if other than two directors sign)

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Address of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
SIGNED by BLADE ENERGY LIMITED as 

	
 

	
 

	
 


	
a Vendor by
 its duly authorised attorney

	
 

	
 

	
 


	
DEREK MICHAEL WILSHEE:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Address of witness

	
 

	
 

	
 










	
 

	
 


	
Share Sale Agreement

	
Page 19 


	 








	
 

	
 

	
 

	
 


	
SIGNED by IDFK INTERNATIONAL 

	
 

	
 

	
 


	
MANAGEMENT INC as a Vendor by its

	
 

	
 

	
 


	
duly authorised
 attorney DEREK MICHAEL

	
 

	
 

	
 


	
WILSHEE:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Address of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
SIGNED by MELIOR PTY LIMITED as a 

	
 

	
 

	
 


	
Vendor by
 its duly authorised attorney,

	
 

	
 

	
 


	
JAMES ROBERT ZADKO:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Address of witness

	
 

	
 

	
 










	
 

	
 


	
Share Sale Agreement

	
Page 20


	 








	
 

	
 

	
 

	
 


	
SIGNED by SADAT
 NADERI as a Vendor

	
 

	
 

	
 


	
by
 his duly authorised attorney DEREK

	
 

	 
	
 


	
MICHAEL WILSHEE in the presence of:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 
	
 

	
 

	
 


	
Signature
 of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full
 name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation
 of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Address
 of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
SIGNED by TERRI
 BIRGITTA ZADKO as

	
 

	
 

	
 


	

a
 Vendor by her duly authorised attorney

	
 

	 
	

	
JAMES ROBERT ZADKO in the

	
 

	
 

	
 


	
presence
 of:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Witness:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Signature
 of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Full
 name of witness

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	
 

	
 


	
Occupation
 of witness

	
 

	
 

	
 


	
 

	
 


	 

	
 

	
 

	
 


	
Address
 of witness

	
 

	
 

	
 












SCHEDULE 1


WARRANTIES


	
 

	
 

	
 


	
1.

	
CORPORATE STRUCTURE


	 

	 


	
 

	
 


	
1.1

	
No Subsidiaries: The Company has
not, and will not on Closing have, any subsidiaries (as defined by
section 5 of the Act) and the Company is not beneficially entitled to,
and will not on Closing hold or be beneficially entitled to, shares in any
other company, or be a party to any other arrangement, the effect of which is
or will be to render that other company, in substance or effect, a subsidiary
of the Company, or vice versa.


	
 

	
 


	
1.2

	
No Equity Interests: Except as
otherwise expressly disclosed in writing to the Purchaser, the Company is
not, and will not on Closing be, legally or beneficially entitled to any
shares or other equity interests, or securities convertible into shares or
other equity interests, in any corporation.


	
 

	
 


	
1.3

	
No Joint Ventures: The Company is
not, and will not on Closing be, a party to any joint venture, partnership,
syndicate, consortium, or other body or association, whether incorporated or
not (other than in relation to the Permits).


	
 

	
 


	
2.

	
CORPORATE


	 

	 


	
 

	
 


	
2.1

	
Authority:


	
 

	
 


	
 

	
(a)

	
Standing: The Company has full
corporate power to carry on its business and has obtained all authorisations
required to validly do so.


	
 

	
 

	
 


	
 

	
(b)

	
No Power of Attorney: The Company
has not executed any power of attorney or conferred on any person, other than
its directors and employees, any authority to enter into any transaction on
behalf of or to bind the Company in any way.


	
 

	
 

	
 


	
 

	
(c)

	
No Further Authorisation: Except as
specified in this agreement, no further authorisation, consent or approval of
any person is required as a condition of this agreement’s validity or to give
effect to the transactions contemplated by it.


	
 

	
 

	
 


	
2.2

	
Vendors’ Authority:


	
 

	
 

	
 


	
 

	
(a)

	
Power to Enter Into Agreement: The Vendors
have the legal right, authority and full power to enter into this agreement
and to perform their obligations under it and have taken all necessary
corporate, and other action to authorise this agreement’s execution, delivery
and performance.


	
 

	
 

	
 


	
 

	
(b)

	
Binding Obligation: The Vendors
acknowledge that this agreement constitutes a valid and binding obligation
enforceable against the Vendors in accordance with its terms, (except as such
enforceability may be limited by equitable principles or by bankruptcy,
moratorium, insolvency, reorganisation, liquidation or other laws relating to
or affecting creditors’ rights).











	
 

	
 


	
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Sale Agreement

	
Page 2


	 

	 








	
 

	
 


	
3.

	
SHARE CAPITAL


	 

	 


	
 

	
 


	
3.1

	
Shares Fully Paid: All the shares in
the Company’s capital are fully paid up and rank equally in all respects, and
in the case of shares fully or partly paid up otherwise than in cash, all
statutory requirements in respect of these shares were duly complied with.


	
 

	
 


	
3.2

	
No Alteration to Share Capital: The
Vendors will not permit the Company’s share capital or any rights attaching
to the Shares to be altered prior to Closing.


	
 

	
 


	
3.3

	
No Options: Neither the Company nor
the Vendors have entered into any agreement or arrangement providing for a
right, entitlement or option for any person to take shares or convertible
securities in the Company and will not do so prior to Closing.


	
 

	
 


	
3.4

	
Shares Free of Encumbrances: On
Closing the Shares will pass to the Purchaser free of all liens, charges,
encumbrances, security interests, rights of pre-emption or other adverse
interests of any nature.


	
 

	
 


	
3.5

	
Title, Power and Authority: The
Vendors have legal title to the Shares and the full right, power and
authority to sell the Shares to the Purchaser under this agreement (without
the consent of any third party), free and clear of all encumbrances.


	
 

	
 


	
3.6

	
No Obligation to Dispose of Shares:
The Vendors are under no obligation, whether actual or contingent, to sell,
encumber or otherwise dispose of or deal with any of the Shares or any interest
in the Shares except as set out in section 2.


	
 

	
 


	
4.

	
INFORMATION AND MATERIAL
CIRCUMSTANCES


	 

	 


	
 

	
 


	
4.1

	
Information Correct: All information
which has been, or will prior to Closing be given in writing by or on behalf
of the Vendors or the Company (whether by any director, agent, professional
advisor or other person) to the Purchaser or any director, agent,
professional advisor or other representative of the Purchaser in respect of
the Company (including the information in any Disclosure Letter) was, or will
be when given, true, complete and accurate in all material respects.


	
 

	
 


	
4.2

	
No Material Circumstances Omitted: The
Vendors are not aware of any material circumstances which have not been
disclosed in writing to the Purchaser prior to the date of this agreement and
which might reasonably be expected materially and adversely to affect the
Company’s financial position, Business, assets or profitability, the value of
the Shares or the Company’s ability to continue to achieve the level of
profitability disclosed by the Company’s accounts referred to in
clause 5.1 of this schedule or which might otherwise be material to a
purchaser of the Shares.


	
 

	
 


	
5.

	
ACCOUNTS


	 

	 


	
 

	
 


	
5.1

	
Accounts True and Fair: The accounts
(Accounts)
of the Company for the five financial periods ended on 31 Jul;y 2007,
copies of which have been delivered to the Purchaser, were prepared in
accordance with the relevant GAAP requirements (consistently applied for all
periods while the Company was incorporated in the relevant jurisdiction) and
otherwise comply with the Financial Reporting Act 1993 or the requirements of
Malaysian law, as the case may be.











	
 

	
 


	
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Sale Agreement

	
Page 3


	 

	 








	
 

	
 

	
 


	
 

	
The Accounts give a true and fair view of the assets
and liabilities of the Company as at the close of each relevant financial
period and for the trading and cash flows of the Company for that financial
period.


	
 

	
 


	
5.2

	
No Off Balance Sheet Financing: The
Company has not factored any of its debts or engaged in financing of a type
which is not required to be shown or reflected in the Accounts.


	
 

	
 


	
5.3

	
No Material Omission: The Accounts
do not omit to state a material fact required to be stated or necessary to
ensure they are not misleading.


	
 

	
 


	
5.4

	
Undisclosed Liabilities: The Company
was not liable at the Accounts Date (whether contingently or otherwise) to
any person or creditor for any money or in any manner whatsoever which is not
provided for in the Accounts for the period ended 31 July 2007.


	
 

	
 


	
6.

	
TAXATION


	 

	 


	
 

	
 


	
6.1

	
Taxation Returns: The Company has
lodged all Taxation returns, reports, declarations, notices, certificates,
reconciliations and other information required to be lodged by them with the
appropriate body within the relevant time limits. All such returns, reports,
declarations, notices, certificates, reconciliations and other information
were accurate, complete and not misleading on lodgement, were made on a
proper basis and are not the subject of any dispute. The Company has kept and
preserved all records that are required to be kept and preserved for such
purposes by law.


	
 

	
 


	
6.2

	
All Returns Without Adjustment: All
returns lodged by the Company in relation to Taxation which have been
assessed by the Internal Revenue Department have been assessed without
adjustment, other than adjustments provided for in the Accounts.


	
 

	
 


	
6.3

	
Proceedings: The Company:


	
 

	
 


	
 

	
(a)

	
Assessment or Collection
Proceedings: is not a party to any action
or proceeding for the assessment or collection of Taxation; and


	
 

	
 

	
 


	
 

	
(b)

	
Dispute or Disagreement: is not the subject of any audit, investigation, dispute or
disagreement with any body in relation to Taxation;


	
 

	
 

	
 


	
 

	
and there is no fact or matter known to the Company
or the Vendors which might give rise to any such action, proceeding, audit,
investigation, dispute or disagreement that has not been fully provided for
in the Accounts.


	
 

	
 


	
6.4

	
Agreement for Extension of Time: The
Company has not entered into any agreement which is now, or may become
effective extending the period of assessment or collection of any taxation.


	
 

	
 


	
6.5

	
All Taxation Paid or Deducted: The
Company has:


	
 

	
 


	
 

	
(a)

	
Paid: paid all Taxation which has
been assessed or which is or has become lawfully assessable on it or which is
otherwise due and payable on the due date for payment. When required to
estimate or re-estimate a Taxation liability the Company has ensured this is
fair and reasonable and has disclosed the estimated amounts in the Accounts,
and is under no liability to pay any penalty or interest in connection
therewith; and











	
 

	
 


	
Share
Sale Agreement

	
Page 4


	 

	 








	
 

	
 

	
 


	
 

	
(b)

	
Deducted: deducted all Taxation
required to be deducted from any payments made by it including (but not
limited to) interest, royalties, dividends, remuneration payable to employees
or contractors and payments to non-residents. Where necessary the Company has
accounted for any such Taxation deducted or collected in accordance with all
relevant requirements.


	
 

	
 

	
 


	
6.6

	
Imputation Credit Account: The
imputation credit account and dividend withholding payment account which the
Company is required to maintain did not on 31 July 2007, and will not on
Closing have a debit balance.


	
 

	
 


	
6.7

	
GST Registration: The Company is a
registered person for the purposes of the Goods and Services Tax Act 1985 and
has complied in all respects with that Act, and is not in default of any
obligation to make any payment, return or notification under that Act.


	
 

	
 


	
7.

	
BUSINESS OPERATIONS


	 


	
 

	
 


	
7.1

	
Operations Pending Closing: From the
Accounts Date until Closing, the Company has:


	
 

	
 


	
 

	
(a)

	
Carried On Business: carried on, and
will until Closing carry on its business as a going concern in an efficient,
normal and proper manner (having regard to the nature of its business and
past practice);


	
 

	
 

	
 


	
 

	
(b)

	
No Liabilities: not (except in
relation to the repayment of the SC Shares) created or incurred, and will not
before Closing create or incur, any liability or indebtedness whatsoever
(whether contingent or otherwise) except normal liabilities or indebtedness
incurred in the ordinary course of business;


	
 

	
 

	
 


	
 

	
(c)

	
No Encumbrances or Options: not
encumbered or granted an option over, or any interest in, any of its assets
except in the ordinary course of business and for full consideration on arm’s
length commercial terms;


	
 

	
 

	
 


	
 

	
(d)

	
No Payments: other than the Permitted
Dividend, not made, and will not before Closing make any payment except in
the normal and ordinary course of its business;


	
 

	
 

	
 


	
 

	
(e)

	
No Acquisitions or Dispositions: not
acquired or disposed of, and will not before Closing acquire or dispose of
any assets except current assets acquired or disposed of in the ordinary
course of business and for full consideration on arm’s length commercial
terms; 


	
 

	
 

	
 


	
 

	
(f)

	
No Capital Commitments: not entered
into, and will not before Closing enter into, any capital commitment, except
as agreed by the participants of the Cardiff JVOA, under the Cardiff JVOA;


	
 

	
 

	
 


	
 

	
(g)

	
No Dividends: not declared, paid or
made, and will not before Closing declare, pay or make any dividend, bonus or
similar distribution other than the Permitted Dividend;


	
 

	
 

	
 


	
 

	
(h)

	
No Emoluments: not paid or agreed to pay, and will not before Closing pay or
agree to pay, any fees or other emoluments to any executive











	
 

	
 


	
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Sale Agreement

	
Page 5


	 

	 








	
 

	
 

	
 


	
 

	
 

	
director other
than normal remuneration and allowances payable to executive directors; and


	
 

	
 

	
 


	
 

	
(i)

	
Carried Out All Maintenance and Repairs: carried out, and will until Closing carry out, all
maintenance and
repair work necessary to ensure that its assets are in good repair, order and
condition having regard to the age and book value of such assets.


	
 

	
 

	
 


	
7.2

	
Business Licences: The Company holds
in its own name, and will on Closing be in possession of the licences,
consents, approvals and permits from or issued by any government department,
statutory, municipal or local body or other authority which are necessary or
required to carry on its business fully and effectively (Business Licences). The
Company is not aware that any of the Business Licences are being or are
likely to be withdrawn, cancelled, qualified, or adversely affected in any
manner, whether by reason of the sale of the Shares or otherwise. The Company
is not carrying on business in breach of the provisions of any of the
Business Licences or are aware of any circumstances which entitle or may entitle
the issuer or any other competent authority to suspend, cancel or terminate
any of the Business Licences.


	
 

	
 


	
7.3

	
Compliance with Laws:


	
 

	
 


	
 

	
(a)

	
Compliance: The Company has complied
with all applicable laws and Environmental Requirements in the conduct of the
Business.


	
 

	
 

	
 


	
 

	
(b)

	
Predecessors: So far as the Vendors
are aware, all predecessors in title to the assets of the Company have
complied with all applicable laws and Environmental Requirements in the
conduct of the relevant business.


	
 

	
 

	
 


	
 

	
(c)

	
No Claim Against Purchaser: So far
as the Vendors are aware, the Purchaser will not be subject to any liability
or obligation under any law or any claim arising from the conduct of the
business operated by the Company.


	
 

	
 

	
 


	
8.

	
CONTRACTS


	 

	 


	
 

	
 


	
8.1

	
Material Contracts: All material
contracts, commitments or arrangements of any nature whatsoever to which the
Company is or will be a party have been disclosed to the Purchaser.


	
 

	
 


	
8.2

	
No Breach of Contract: The Company
is not, nor will on Closing be in breach of any contract, commitment or
arrangement of any nature whatsoever to which it is or will then be, a party.


	
 

	
 


	
9.

	
ASSETS


	 


	
 

	
 


	
9.1

	
Assets: All assets including but not
limited to computer and telecommunications hardware and related equipment,
both tangible or intangible, owned by or used in or relating to the Business
were on the Accounts Date, and will on Closing be, the Company’s absolute
property and under the Company’s control and were not on the Accounts Date,
and will not on Closing be held by the Company on lease, licence, hire
purchase agreement, credit sale agreement or other similar tenure.











	
 

	
 


	
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Sale Agreement

	
Page 6


	 

	 








	
 

	
 

	
 


	
9.2

	
Plant and Machinery: The Company
does not have any plant or machinery other than plant and machinery in the
possession of or under the control of the Purchaser as operator of the
Cardiff JVOA.


	
 

	
 


	
9.3

	
Assets Not Subject to Encumbrance: None
of the assets referred to in clause 9.1 of this schedule were on the
Accounts Date, or will on Closing be, subject to any option, mortgage,
charge, lien, encumbrance, security interest or other adverse interest of any
nature whatsoever.


	
 

	
 


	
9.4

	
Good Title to Assets: No person
other than the Company is, or will on Closing be, entitled to possession of,
or any interest in, any of such assets and the Company has, and will on
Closing have, good and marketable title to all such assets.


	
 

	
 

	
 


	
9.5

	
Vendors Not Entitled to Assets: Neither
the Vendors nor any member of the Vendors’ family, other relatives, trusts or
other persons controlled by or associated with them or any of them:


	
 

	
 


	
 

	
(a)

	
Assets: owns or is beneficially
entitled to, or on the Accounts Date owned or was beneficially entitled to,
any of the assets normally used or held for use in connection with the
Business; or


	
 

	
 

	
 


	
 

	
(b)

	
Services: provides any service, or
at any time during the preceding three financial years provided any service,
other than service as an employee, to the Company.


	
 

	
 

	
 


	
10.

	
PROPERTY


	 

	 


	
 

	
 


	
10.1

	
No Properties: There are not now,
and will not on closing be, any Properties.


	
 

	
 


	
10.2

	
No Outstanding Disputes: There are
not now, and will not on Closing be in relation to any Property previously
owned, leased, licensed or occupied by the Company:


	
 

	
 

	
 


	
 

	
(a)

	
Disputes or Complaints: any
outstanding disputes or complaints or other matters which are likely to give
rise to any liability on the Company;


	
 

	
 

	
 


	
 

	
(b)

	
Outstanding Amounts: any amounts
outstanding in respect of any Property to the relevant landlord any
governmental, local or other regulatory authority, body or official having
competent jurisdiction in relation to the Property; or


	
 

	
 

	
 


	
10.3

	
No Assignment: The Company
has not at any time assigned or disposed of, or will prior to Closing assign
or dispose of, any leasehold property in respect of which it remains
contingently liable as lessee, covenantor or guarantor.


	
 

	
 


	
11.

	
LITIGATION/CLAIMS


	 

	 


	
 

	
 


	
11.1

	
No Cause of Action: To the best of
the Vendors’ knowledge and belief having made due enquiry, there is not now,
and will not on Closing be, any cause of action in respect of which the
Company is not fully indemnified, which could or might be used of commencing
legal proceedings, either civil or criminal, against the Company.











	
 

	
 


	
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Sale Agreement

	
Page 7


	 

	 








	
 

	
 

	
 


	
11.2

	
No Enquiries or Dispute: There is
not now, and will not on Closing be, any facts or events which are likely to
cause the Company to be involved in or come before, any enquiry by, or be in
dispute with, a governmental, regulatory or municipal authority or board of
enquiry or commission or any other administrative body (whether judicial or
quasi-judicial).


	
 

	
 


	
11.3

	
No Litigation: To the best of the
Vendors’ knowledge and belief having made due enquiry, the Company is not,
nor will it be on Closing, a party to any legal action or proceedings (other
than as plaintiff in normal debt collection matters), arbitration, or
statutory or governmental inquiry of any kind nor are the Vendors aware of
any such legal proceedings, arbitration or inquiry, pending or threatened
against, or involving the Company.


	
 

	
 


	
11.4

	
No Judgment or Award: The Company is
not, nor will it be on Closing:


	
 

	
 

	
 


	
 

	
(a)

	
Order or Award: subject to any
order, judgment or award given or made by any court, arbitrator, tribunal or
other competent body or official; or


	
 

	
 

	
 


	
 

	
(b)

	
Court Undertaking or Assurance: a
party to any undertaking or assurance given to any such court, arbitrator,
tribunal or official;


	
 

	
 


	
 

	
which is now, or will on Closing be, current.


	
 

	
 

	
 


	
12.

	
RECORDS AND RETURNS


	 

	 


	
 

	
 


	
12.1

	
All Records Held: The Company holds,
and will on Closing be in possession of all accounting and other records
which it is bound by law to retain in its possession either indefinitely or
for a particular period or periods.


	
 

	
 


	
12.2

	
Records Properly Kept: In relation
to records, the Company has properly kept and maintained and will on Closing
have properly kept and maintained:


	
 

	
 


	
 

	
(a)

	
Accounting Records: all accounting
records and books of account properly entered and containing true, full and
accurate records of all matters required to be dealt with in accordance with
GAAP;


	
 

	
 

	
 


	
 

	
(b)

	
Statutory Records: all minute books,
records, registers and other records required by law containing full and
accurate records of all matters required to be recorded in them; and


	
 

	
 

	
 


	
 

	
(c)

	
Returns: all returns, resolutions
and other documents required to be made and all such documents required by
relevant law to be delivered or filed with the Registrar of Companies have
been delivered or filed within the time required by law and are true and
accurate.


	
 

	
 

	
 


	
12.3

	
Share Register: The Company’s share
register contains true and accurate records of the members from time to time
of the Company, and no application has been made for rectification of the
register.